Subsequent CB Subscription Clause Samples

Subsequent CB Subscription. (a) Subject to the terms and conditions set forth in this Agreement, the Continuing Shareholder agrees to purchase and subscribe for, and the Surviving Company agrees to issue, sell and deliver to the Continuing Shareholder, a convertible bond with the terms and conditions to be set forth in the CB Purchase/Subscription Agreement (as defined below) in consideration for the repurchase and cancellation of the CB Shares at the Subsequent CB Closing (the “Subsequent CB Subscription”). (b) Merger Sub and the Continuing Shareholder agree to negotiate in good faith with respect to, and enter into concurrently with the Subsequent CB Closing, a CB Purchase/Subscription Agreement (the “CB Purchase/Subscription Agreement”) containing, customary terms and conditions including (and that are, subject to changes mutually agreed between Merger Sub and the Continuing Shareholder, consistent with) the terms and conditions set forth in Schedule C hereto. (c) Subject to the representations and warranties set forth in Articles III (unless waived by Merger Sub) and IV (unless waived by the Continuing Shareholder) being true and correct in all material respects, the closing of the Subsequent CB Subscription (the “Subsequent CB Closing”) shall take place remotely via the electronic exchange of documents and signatures by facsimile or email (in PDF format) immediately following the Subsequent Recruit Share Repurchase Closing, or at such later time and other place as the Surviving Company, the Continuing Shareholder and the Purchasing Shareholders shall mutually agree in writing. (d) At the Subsequent CB Closing, the Continuing Shareholder shall deliver, or cause to be delivered, to the Surviving Company: (i) an instrument of transfer with respect to transferring the CB Shares to the Surviving Company, duly executed by the Continuing Shareholder, together with any share certificate(s) in respect of the CB Shares; (ii) a counterpart of the CB Purchase/Subscription Agreement, duly executed by the Continuing Shareholder, and all of the closing deliverables contemplated thereunder to be delivered by the Continuing Shareholder; and (iii) all such other documents and instruments, if any, that are mutually determined by the Continuing Shareholder and the Surviving Company to be necessary to effectuate the Subsequent CB Subscription. (e) At the Subsequent CB Closing, the Surviving Company shall deliver, or cause to be delivered, to the Continuing Shareholder: (i) a counterpart of the CB Pu...